1.1. The effects of salinity on the uptake and internal distribution of alanine and other free amino acids (FAA) in hardsell clams, Mercenaria, was studied by radiochemical and high performance liquid chromatography (HPLC) techniques.2.2. Exposure of animals to reduced salinity does not alter the rate of unidirectional alanine influx.3.3. In 34%o salinity, entry of labeled alanine reflects the net flux of the amino acid. However, in 17%o salinity, there is a net loss of alanine and other acids, mainly taurine, to the medium.4.4. Reduced salinity induces greater incorporation of radiolabeled FAA into macromolecular fractions throughout the animal.5.5. The major factors in reducing intracellular pools of FAA are loss to the external medium and incorporation into macromolecules.